In a recent case in Delaware we get an expected but still important decision in Meso Scale Diagnostics. This is just blocking-and-tackling. The question for the court was whether a reverse triangular merger constituted an assignment with respect to the surviving corporation. The court concluded it did not. In doing so, Vice Chancellor Parsons declined to follow a California case (SQL Solutions) that held that a reverse triangular merger resulted in an assignment by operation of law with respect to the surviving corporation:

Delaware courts have refused to hold that a mere change in
the legal ownership of a business results in an assignment by operation of law.
SQL Solutions, on the other hand, noted California courts have
consistently recognized that an assignment or transfer of rights does occur
through a change in the legal form of ownership of a business. The SQL
Solutions case, however, provides no further explanation for its apparent
holding that any change in ownership, including a reverse triangular merger, is
an assignment by operation of law. Both stock acquisitions and reverse
triangular mergers involve changes in legal ownership, and the law should
reflect parallel results. In order to avoid upsetting Delaware‘s well-settled
law regarding stock acquisitions, I refuse to adopt the approach espoused in SQL
Solutions.

In sum, Meso could have negotiated for a change of control
provision. They did not. Instead, they negotiated for a term that prohibits assignments by operation of law or otherwise. Roche has provided a reasonable
interpretation of Section 5.08 that is consistent with the general
understanding that a reverse triangular merger is not an assignment by
operation of law.

Another reason why the triangular merger structure remains the go-to structure for dealmakers.